EXHIBIT 10.3

BORROWER

BOYD BROTHERS TRANSPORTATION, COMMERCIAL
CO., INC. VARIABLE RATE
PROMISSORY
COMPASS BANK NOTE
3480 EASTERN BLVD.
MONTGOMERY, AL 36116
(334) 409-7304 "LENDER"

ADDRESS

3275 HIGHWAY 30
CLAYTON, AL 36016-3003

TELEPHONE. NO. IDENTIFICATION NO.
(334) 775-1209 636006515

OFFICER INTEREST PRINCIPAL FUNDING MATURITY CUSTOMER LOAN
IDENTIFICATION RATE AMOUNT DATE DATE NUMBER NUMBER
- -------------- -------- ----------- -------- ---------- -------- ------

S.M. VARIABLE $630,250.00 11/08/02 11/01/08

PURPOSE: TO PURCHASE TRAILERS

PROMISE TO PAY; For value received, Borrower promises to pay to the order of
Lender the principal amount of Six Hundred Thirty Thousand Two Hundred Fifty and
no/100 Dollars ($630,250.00) plus interest on the unpaid principal balance at
the rate and in the manner described below, until all amounts owing under this
Note are paid in full. All amounts received by Lender shall be applied first to
accrued, unpaid interest, then to unpaid principal, and then to any late charges
or expenses, or in any other order as determined by Lender, in Lender's sole
discretion, as permitted by law.

INTEREST RATE: This Note has a variable interest rate feature. The interest rate
on this Note may change from time to time if the Index Rate identified below
changes. Interest shall be computed on the basis of the actual number of days
over 360 days per year. Interest on this Note shall be calculated and payable at
a variable rate equal to 1.750% per annum over the Index Rate. The initial
interest rate on this Note shall be 3.130% per annum. Any change in the interest
rate resulting from a change in the Index Rate will be effective on:

the first day of the next succeeding Interest Period.

INDEX RATE: The Index Rate for this Note shall be:

SEE ANNEX "A", LIBOR RATE for rate definitions and additional terms.

If the Index Rate is redefined or becomes unavailable, then Lender may select
another index which is substantially similar.

RATE LIMITATIONS: Subject to applicable law, the minimum interest rate on this
Note shall be 3.500% per annum. The maximum interest rate on this Note shall
not exceed 18.000% per annum, or if less, or if a maximum rate is not
indicated, the maximum interest rate Lender is permitted to charge by law. The
maximum rate increase at any one time will be n/a%. The maximum rate decrease
at any one time will be n/a%.

DEFAULT RATE: If there is an Event of Default under this Note, the Lender may,
in its discretion, increase the interest rate on this Note to: eighteen percent
(18.000%) per annum or the maximum interest rate Lender is permitted to charge
by law, whichever is less.

PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:

71 payments of $9,619.18 beginning December 01, 2002 and continuing at monthly
time intervals thereafter. A final payment of the unpaid principal balance plus
accrued interest is due and payable on November 01, 2008. If the interest rate
changes, the payment amounts may change in an amount sufficient to repay the
unpaid principal balance over the scheduled amortization term. New payments
begin with the first payment after the rate change.

INTEREST SURCHARGE: Borrower agrees to pay an interest surcharge of $n/a . The
interest surcharge is earned by Lender when paid and is not subject to refund;
however, if this Note is prepaid in full within 90 days after the date of this
Note, Borrower will receive a credit of a pro rata portion of the interest
surcharge, subject to Lender's right to retain a minimum surcharge of $25.00.

PREPAYMENT: This Note may be prepaid in part or in full on or before its
maturity date. If this Note contains more than one installment, any partial
prepayment will not affect the due date or the amount of any subsequent
installment, unless agreed to, in writing, by Borrower and Lender. If this Note
is prepaid in full, there will be: [X] No prepayment penalty. [ ] A prepayment
penalty of:

LATE CHARGE: If a payment is in default 10 days or more, Borrower will be
charged a late charge of: [X] 5.00% of the unpaid payment; [ ]
$_________________ or _________________ % of the unpaid payment, whichever is
[ ] greater, but not to exceed $______________; [ ] less.

SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in all of Borrower's
right, title, and interest in all monies, instruments, savings, checking and
other accounts of Borrower (excluding IRA, Keogh, trust accounts and other
accounts subject to tax penalties if so assigned) that are now or in the future
in Lender's custody or control. [X] If checked, the obligations under this Note
are also secured by the collateral described in any security instrument(s)
executed in connection with this Note, and any collateral described in any other
security instrument(s) securing this Note or all of Borrower's obligations.

RENEWAL: [ ] If checked, this Note is a renewal, but not a satisfaction, of
Loan Number _______________.
- --------------------------------------------------------------------------------
THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND, AND
AGREE TO THE TERMS AND CONDITIONS OF THIS NOTE, INCLUDING THE PROVISIONS ON
THE REVERSE SIDE, AND FURTHER ACKNOWLEDGE RECEIPT OF AN EXACT COPY OF THIS NOTE.

Dated: November 08, 2002

CAUTION - IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE YOU SIGN
IT.

BORROWER: BOYD BROTHERS TRANSPORTATION, BORROWER:
CO., INC.

By: /S/ Richard Bailey
- ---------------------------------------- ----------------------------------
RICHARD BAILEY
CFO

BORROWER: BORROWER:

- ---------------------------------------- ----------------------------------

BORROWER: BORROWER:

- ---------------------------------------- ----------------------------------

BORROWER: BORROWER:

- ---------------------------------------- ----------------------------------

TERMS AND CONDITIONS

1. EVENTS OF DEFAULT. An Event of Default will occur under this Note in the
event that Borrower, any guarantor or any other third party pledging collateral
to secure this Note:

(a) fails to make any payment on this Note or any other
indebtedness to Lender when due;

(b) fails to perform any obligation or breaches any warranty or
covenant to Lender contained in this Note, any security
instrument, or any other present or future written agreement
regarding this or any other indebtedness of Borrower to
Lender;

(d) sells, conveys, or transfers rights in any collateral securing
this Note without the written approval of Lender; or destroys,
loses or damages such collateral in any material respect; or
subjects such collateral to seizure, confiscation or
condemnation;

(e) has a garnishment, judgment, tax levy, attachment or lien
entered or served against Borrower, any guarantor, or any
third party pledging collateral to secure this Note or any of
their property;

(f) dies, becomes legally incompetent, is dissolved or terminated,
ceases to operate its business, becomes insolvent, makes an
assignment for the benefit of creditors, fails to pay debts as
they become due, or becomes the subject of any bankruptcy,
insolvency or debtor rehabilitation proceeding;

(g) fails to provide Lender evidence of satisfactory financial
condition;

(h) has a majority of its outstanding voting securities sold,
transferred or conveyed to any person or entity other than any
person or entity that has the majority ownership as of the
date of the execution of this Note; or

(i) causes Lender to deem itself insecure due to a significant
decline in the value of any real or personal property securing
payment of this Note, or Lender in good faith, believes the
prospect of payment or performance is impaired.

2. RIGHTS OF LENDER ON DEFAULT. If there is an Event of Default under this Note,
Lender will be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

(a) to declare the principal amount plus accrued interest under
this Note and all other present and future obligations of
Borrower immediately due and payable in full, such
acceleration to be automatic and immediate if the Event of
Default is a filing under the Bankruptcy Code;

(b) to collect the outstanding obligations of Borrower with or
without resorting to judicial process;

(d) to take possession of any collateral in any manner permitted
by law;

(e) to require Borrower to deliver and make available to Lender
any collateral at a place reasonably convenient to Borrower
and Lender;

(f) to sell, lease or otherwise dispose of any collateral and
collect any deficiency balance with or without resorting to
legal process;

(g) to set-off Borrower's obligations against any amounts due to
Borrower including, but not limited to, monies, instruments,
and deposit accounts maintained with Lender; and

(h) to exercise all other rights available to Lender under any
other written agreement or applicable law.

Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender's remedies under this paragraph are in addition to those
available at common law, including, but not limited to, the right of set-off.

3. DEMAND FEATURE. [ ] If checked, this Note contains a demand feature. Lender's
right to demand payment, at any time, and from time to time, shall be in
Lender's sole and absolute discretion, whether or not any default has occurred.

4. FINANCIAL INFORMATION. Borrower will at all times keep proper books of
record and account in which full, true and correct entries shall be made in
accordance with generally accepted accounting principles and will deliver to
Lender, within ninety (90) days after the end of each fiscal year of Borrower, a
copy of the annual financial statements of Borrower relating to such fiscal
year, such statements to include (i) the balance sheet of Borrower as at the end
of such fiscal year and (ii) the related income statement, statement of retained
earnings and statement of cash flow of Borrower for such fiscal year, prepared
by such certified public accountants as may be reasonably satisfactory to
Lender. Borrower also agrees to deliver to Lender within fifteen (15) days after
filing same, a copy of Borrower's income tax returns and also, from time to
time, such other financial information with respect to Borrower as Lender may
request.

5. MODIFICATION AND WAIVER. The modification or waiver of any of Borrower's
obligations or Lender's rights under this Note must be contained in a writing
signed by Lender. Lender may perform any of Borrower's obligations or delay or
fail to exercise any of its rights without causing a waiver of those obligations
or rights. A waiver on one occasion will not constitute a waiver on any other
occasion. Borrower's obligations under this Note shall not be affected if Lender
amends, compromises, exchanges, fails to exercise, impairs or releases any of
the obligations belonging to any co-borrower or guarantor or any of its rights
against any co-borrower, guarantor, the collateral or any other property
securing the obligations.

6. SEVERABILITY. If any provision of this Note is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

7. ASSIGNMENT. Borrower agrees not to assign any of Borrower's rights, remedies
or obligations described in this Note without the prior written consent of
Lender, which consent may be withheld by Lender in its sole discretion. Borrower
agrees that Lender is entitled to assign some or all of its rights and remedies
described in this Note without notice to or the prior consent of Borrower.

8. NOTICE. Any notice or other communication to be provided to Borrower or
Lender under this Note shall be in writing and sent to the parties at the
addresses described in this Note or such other address as the parties may
designate in writing from time to time.

9. APPLICABLE LAW. This Note shall be governed by the laws of the state
indicated in Lender's address. Unless applicable law provides otherwise,
Borrower consents to the jurisdiction of any court located in such state
selected by Lender, in its discretion, in the event of any legal proceeding
under this Note.

10. COLLECTION COSTS: To the extent permitted by law, Borrower agrees to pay
Lender's reasonable fees and costs of attorneys and other agents (including
without limitation paralegals, clerks and consultants), whether or not such
attorney or agent is an employee of Lender, which are incurred by Lender in
collecting any amount due or enforcing any right or remedy under this Note,
whether or not suit is brought, and including, but not limited to, all fees and
costs incurred on appeal, in bankruptcy, and for post-judgment collection
actions.

11. MISCELLANEOUS. This Note is being executed primarily for commercial,
agricultural, or business purposes. Borrower and Lender agree that time is of
the essence. Borrower agrees to make all payments to Lender at any address
designated by Lender and in lawful United States currency. Borrower and any
person who endorses this Note waives presentment, demand for payment, notice of
dishonor and protest and further waives any right to require Lender to proceed
against anyone else before proceeding against Borrower or said person. All
references to Borrower in this Note shall include all of the parties signing
this Note, and this Note shall be binding upon the heirs, successors and assigns
of Borrower and Lender. If there is more than one Borrower their obligations
under this Note shall be joint and several. This Note represents the complete
and integrated understanding between Borrower and Lender regarding the terms
hereof.

12. JURY TRIAL WAIVER. BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE COLLATERAL
SECURING THIS NOTE.

13. ADDITIONAL TERMS:
SEE ADDENDUM TO PROMISSORY NOTE.